Lingering Thoughts
by GuardianSoulBlade
Summary: It’s been 15 years since they’d stopped the Highbreed, 15 years since they’d been teammates & Plumbers, and 10 years since Kevin Levin and Gwen Tennyson had seen each other but she was always haunting his thoughts. Dedicated to Greg Cipes & Ashley Johnson
1. Chapter 1: Haunting Memories

**Lingering Thoughts**

_It's been 15 years since they'd stopped the Highbreed, 15 years since they'd been teammates and Plumbers, and 10 years since Kevin Levin and Gwen Tennyson had seen each other, but she was always haunting his thoughts._

_Dedicated to Greg Cipes and Ashley Johnson, 'cause they're just awesome._

**Chapter One: Haunting Memories**

"_It was a mistake Gwen. It never should have happened."_

"_Kevin, please, don't say that."_

"_What happened between us last night was..." _

"_I know, I know, a mistake. But what happened to the boy I knew who threw caution to the wind and didn't care about the consequences of his actions?"_

"_What kind of a question is _that?_ You're the one who's supposed to be the level headed one. I'd think it'd be _you_ telling _me_ that what happened last night was a mistake."_

"_It was what _I_ wanted. So why does it bother you?"_

That was 10 years ago…

The biting wind swept through Kevin Levin's hair as he quickly made his way through the busy streets of Bellwood, Washington. He ignored wind, which was the last thing on his mind at the moment. He was just passing through on a business trip. He couldn't believe it, him, a businessman. He had founded Levin Enterprises when he was twenty, an electronic technologies company that researched "unknown" technologies. He spent his time "inventing" new technology which was actually alien tech he'd managed to snag during his adventures with the Tennyson cousins.

He smiled to himself, even Ben, who was Mr. Goodie Two Shoes hadn't said he wasn't supposed to get rid of all the weapons they had confiscated from the various aliens they had fought. Although he had been reprimanded for trying to steal jewelry from the Forever Knights' castle.

"Has it really been ten years?" he asked himself. Ten years since he'd seen the Tennysons, ten years since he'd seen _her_. He remembered seeing her for the first time when he had first met Ben in New York; he hadn't really noticed her then because he'd been busy trying to take advantage of her cousin, the now renowned hero Ben Tennyson.

Kevin had blamed Ben for his transformation into a monster, but in truth he knew now that it had been his own greed for Ben's amazing abilities with the Omnitrix that had driven him to try to take the watch from Ben. All his mother's stories about his father and the Plumbers had given him a fascination for outer space and aliens. When he'd first caught a glimpse of the Omnitrix he knew that it was alien technology. As a Plumber he would have respect, and would not be considered a "freak" anymore. He knew if he could get it he'd find a way to become a Plumber for sure. But Ben had ruined that, so he wanted revenge. He had used his newfound powers to try to frame Tennyson for crimes he committed, and in a fit of rage he had turned into a monstrous amalgam of various monsters contained within the watch, and Kevin knew there was no way he could ever become a Plumber, not in the state he was in. Sure there were many alien Plumbers out there but there was no way they would ever recruit a misshapen abomination like him, especially since in the eyes of the Plumbers he had a record.

Ben had dashed his only dream, so he in turn would dash Ben Tennyson to pieces. It ate at him whenever he heard on the news that another alien hero had saved people from explosions and collapsing bridges. That should have been _him_ out there, not Ben. In his mind, Ben was a loudmouth, immature, attention seeking brat who didn't know how to even _use_ the Omnitrix, let alone _deserve_ to _have_ it.

If there was anyone in the universe who deserved to wield the Omnitrix and be the hero, it should be him. But even if Kevin had been able to forcibly take the watch from Ben there would be no way for him to use it because there was no apparent way for him to reverse his transformation. He would just have to settle for pounding Ben to a bloody pulp instead.

Time and again they battled each other. Time and again Ben _won_. Even after they had been forced to fight together in Slix Vigma's gladiator games, he never lost.

Kevin figured that Fate had a "Ben 10 Must Win" button, and that it kept pushing it just to tick him off, it wasn't that Kevin wasn't smarter or more determined, but there was something in Ben that just made him _better _than he was, and it really got him steamed.

After three years of being trapped in the Null Void (which he blamed Ben for but was truly his own fault), he had escaped to resume his life as a career criminal.

He had continually searched for news of Ben Tennyson, hoping that his most hated rival was still in the hero business so he could have an excuse to fight him. Much to his surprise, the word on the alien tech black market was that Ben had retired from being a hero and had vanished into obscurity.

All the better, that meant he could go about his business without the fear of an alien hero busting down the door and ruining his work. He didn't usually go to Bellwood, Washington, but there was plenty of business there in illegal alien tech, and the Forever Knights had offered him a lucrative amount of money for some laser lances he'd managed to steal.

Everything was going off without a hitch when suddenly Magister Labryd had arrived and placed them under arrest. He was about to split when he realized that the Forever Knights had taken the money _and _the weapons and ran off with both.

Seeing Ben had brought back memories. Their short lived friendship, the rivalry, the hatred. Payback…that was what he wanted. But Murphy's Law always seemed to follow him around and, much to his irritation, he lost, again.

Magister Labryd had tried to get him to reveal what he knew about the deal he'd set up. He decided he wasn't going to say anything when he'd heard _her_ voice. He remembered her voice, it had been condescending and angry, but he knew that it wasn't directed at him. Now it was soft and gentle and it said the words that changed his life.

"Kevin, people could be hurt."

Who knew such a simple phrase from one person could cause him to change. All he had known for most of his life was hurt and rejection and anger. Yet, she somehow managed to reach out to him. He remembered her, if only a little. He recalled her name was Gwen and that she had risked her life to save her cousin in the Null Void.

He remembered how he had captured her, in order to use her as leverage against Ben. She had tried to hide her fear but he had seen it in her eyes. It had given him a thrill, but he had to admit, she had guts coming after her cousin when she didn't have any powers.

At first he had helped them only because it suited him. He wanted his money back and they knew where it was. It had taken him a failed attempt to obtain a holloviewer for Ben that he realized that he couldn't rely on himself. It had taken a long time, but he had come to understand that he had friends, real friends.

Kevin sighed, even after 10 years; she was still running circles in his mind. He remembered her asking him when he would ask her out, his flirting, the kiss they nearly shared, and their dance at the junkyard after they missed prom. She still haunted his thoughts and dreams.

"Gwen," he sighed. "Why can't you leave me alone?"

He smiled, the memories he had of this place made him feel happy inside. He chuckled and started up his car. Who would believe his green clunker was 10 years old? It still ran, even after years and years of mileage, it still ran like a dream.

He drove down to Mr. Smoothie's, time to have a drink for old time's sake. He pulled up to the drive through.

"Gimme a strawberry-banana smoothie," he said. He paid for his drink and parked his car. He sipped on his smoothie, enjoying the flavor. Ah, the good old days, hero time constantly, fighting the Highbreed, never knowing what would happen next. Life had been exciting back then, adventure around every corner.

He turned the knob on the old radio in his car. A song began to blare, a song he enjoyed from his teenage years. Anberlin's "Paperthin Hymn". He began singing the first verse to himself.

He was about ready to pull out of the parking lot when he heard a voice say, "Hey, Devlin wait up!"

"Aw, c'mon Uncle Ben, don't be such a slow poke!" Devlin shouted, laughing as he made his way outside.

Kevin's eyes widened slightly as he saw a boy, no older than ten, with dark black hair and green eyes sprint across the parking lot toward a parked car, not too far from his.

Gwen's eyes, his hair, was it just a coincidence or another dream? But it couldn't be possible could it? It was only one night, just once, it never happened again, but still, there was a slim chance that she could have gotten pregnant.

She had feelings for him, she readily admitted that. He struggled with his emotions, he wasn't one to care, after a long life of hurt and rejection, caring was unnatural to him, a foreign concept to his mind that a person should look out for another. Survival of the fittest; that was his life.

Kindness made you weak, friends held you back, and yet, Ben had always relied on his family to help him, and no matter what happened, no matter how dark and bleak the situation was, he always knew he could pull through it, because of all the people he cared about.

He'd never understood this concept until Gwen had come into his life. She seemed so weak and vulnerable, not in appearance, but her kind-hearted nature made him think that any of her enemies could easily overpower her and exploit her kindness toward others. But he was wrong of course, she, like her cousin Ben, could dish out plenty of fighting ability when it was needed. He had seen her wrath before, and was very relieved he was not her target. She'd had unleashed her powers on the DNAliens who had captured her brother and grandfather.

He had also seen her kindness, how she tried to help him even when he was up to his old shenanigans, even after he'd stolen the Rustbucket, she still believed he was not the same boy they had met in New York when they were 10 years old.

Spending time with both the Tennysons, mainly her, had changed him for the better, and yet, years later, even after he had exited their lives, she was still foremost on his mind.

He had been running. He was always running. That was just his nature. Even though he was in Bellwood, he would only be there for a short time; this was just a business trip.

Still he was curious. He had to wonder, was that boy really Gwen's son? He couldn't bring himself to acknowledge the part he might have played in that. He wasn't a good fatherly figure for anyone. How was he supposed to raise a kid when he didn't even know what it was like to have a father? His mother had told him stories as a child before he ran away from home but it wasn't the same as having a real father to admire and respect.

Kevin saw Ben turn his head and look at the car. He saw recognition in Ben's eyes, the hero started to move toward him when suddenly his Plumber's badge started beeping.

Kevin smiled; his old badge was beeping too. The memories, the good old days. Where did time go anyway? He decided to sit this one out, Bellwood had their hero; they didn't need him.

Besides, he was late for a meeting; he wasn't a hero anymore, just a businessman. He saw Ben turn back and look at Devlin.

"I'm going to take you back to your mother's and then I'll deal with this," Ben told his nephew.

"Aw, Uncle Ben, can't I come help?" Devlin asked.

"No, your mother wouldn't allow it and it's too dangerous," Ben shooed his nephew back into the car.

Kevin watched them pull out and tailed them at a safe distance. He followed them to where Gwen lived, which was a nice house with a yard and a fence. Kevin took note of the street and the house number. So this was where she lived. It didn't surprise him; this neighborhood seemed to suit her.

He watched Devlin get out of the car and good up to the door. The boy knocked a few times and the door opened. Kevin could only see a brief glimpse of her face, but she looked the same as always.

"Come on in, Devilin. Did you have a good time with your Uncle Ben?" she asked.

"Yeah, are you going to help him Mom?" he looked at her, half expecting her to go out after Uncle Ben.

"No son, I retired from the hero business a long time ago," she said.

"But Mom, Uncle Ben has so much fun; you said you guys had all kinds of adventures when you were kids."

"That was before, but now I have more important things to do."

"Like what?"

"I have to take care of you." She ushered him into the house and shut the door.

Kevin Levin pulled away from his parking spot across the street. She hadn't even noticed his car. Not that she was looking for it in the first place. It was easier that way. Maybe when he'd work up enough nerve, he'd see her again, but for now, he had other things to take care of.

Either way he figured they'd end up running into each other, one way or another.


	2. Chapter 2: You Found Me

**Chapter Two: You Found Me  
**

**A special note:**

_I have an Ashley Johnson acting reference in this chapter. It's one of her live action roles. If any of the readers can get it, I'll give you a shoutout in the next chapter. There's also a song reference and LOST references and a Teen Titans reference in here. I'll tell you the answers in the next chapter too. Have fun figuring it out!_

Kevin Levin was trying to stave off sleep while sitting in a large board room utterly bored out of mind. He could hear someone speaking to him about business matters but all he could hear was "Blah, blah, blah, blah", he wasn't really paying attention and was resisting the temptation to check his watch every five minutes.

"Well, Mr. Levin, are you satisfied with the state of things here?" a man asked him.

"Yeah, everything's fine," Kevin said, vaguely remembering that his company had been doing quite well. He was actually making money instead of stealing tech and swapping it; he was dumbing it down from level five tech and reselling it as level two tech, more commonly known as typical technology found on Earth.

Despite his success he wasn't even thinking about work. He just wanted to get up and leave, he was half tempted to stand up and say, "I have something to take care of, finish without me," but then that wouldn't make him look very good in front of these people he'd never met before, but honestly he _really _wanted to get out of there.

Almost 2:00, only 15 minutes until he could leave and pay Gwen a visit. Her son, Devlin, if he remembered correctly would probably still be at school. That gave him an hour to see Gwen, get answers, try to justify himself if he could and get out of there, all before the kid got back. Besides, Gwen probably didn't want him around anyway.

The meeting couldn't end sooner as he stood up and said, "It was good to meet all of you gentlemen. I'll be back next year to check on things. I have to go. I have things to do."

"See you next year, Mr. Levin," the man told him and then Kevin was gone. He was tired of formality and uptight people, he just wanted to go some place where he could be himself and relax. He headed to the nearest men's room and changed out of his black suit and into a black shirt and blue jeans. He stared at his reflection in the mirror. How nostalgic was this look? He felt like he was sixteen again. He nearly laughed. He headed out to his car. He drove to Gwen's house on First and Amistad and found to his surprise that she was gone. He parked his car so that she wouldn't see it and got out.

Feeling a little mischievous, he walked up to the door and used his powers to absorb some of the metal. He picked the lock with little effort and slipped inside the house, he made sure to lock the door behind him. This was going to be fun; he was looking forward to seeing the surprised look on her face when she saw him.

He felt thirsty, but knew she would kill him if he actually started raiding her refrigerator. So he settled for drinking tap water instead. He searched for a cup and filled it. He drank the water greedily. He set the glass down. He stared at the walls, noticing the pictures of Gwen and Devlin on the walls. There were a few of her and Ben, of her and her parents and even some of Grandpa Max. He noticed she didn't have any of them together. He wasn't surprised. If he were in her shoes he probably wouldn't want to have pictures of himself either.

He thought he heard a car pulling up to the driveway. She had gotten home sooner than he expected. For some reason he felt the urge to mess around with his powers and absorbed some of the metal from the sink. He decided to stand there and wait. He was sure she wouldn't know he had gotten into her house because he had relocked the door.

Gwen Tennyson pulled her car into the garage. She had been at the store buying groceries. She was getting ready to cook dinner. She had just gotten out of her car when she sensed the presence of manna energy coming from inside her house. What in blazes was someone _doing _inside her house? Suspecting a burglar, she looked around for a weapon. All she found was a crowbar she had been using to open some old storage boxes that had been up in her attic for ages. She still knew her martial arts from her teenage years, not to mention her own powers as an energy being, a term she hated, even after all that time. She began making her way inside, peering around every corner cautiously.

There was a _man_ standing in her kitchen. You didn't just walk _into her house_, let alone _her kitchen_. She thought he looked familiar but that was the last thing on her mind at the moment. She charged in stealthily like a ninja. Gwen hauled back and slammed the crowbar into the intruder's head as hard as she could.

_WHAM!_

Kevin Levin was very thankful that he had absorbed the metal from the sink. His head was ringing as the crowbar made perfect contact with the back of his skull. He staggered forward. Gwen executed a high kick that kept him further off balance. He could tell her who he was, but she was in such a rage at the moment, he didn't think it would make her calm down. Besides, he hadn't had a good fight in ages; he wanted to see if time had made her rusty when it came to her battle skills. All those years he had fought beside her, he had always been curious to see how he would fare against her. This was his perfect chance to find out.

She struck him hard across the face and he ducked, barely managing to avoid the next blow. She swung the crowbar again but he grabbed her wrist and forced her to drop her weapon. She elbowed him hard in the stomach and he lurched back again. He swung his fist and she blocked his punch and shot out an energy beam that sent him flying across the room and into the wall.

Gwen moved closer to the intruder and stared at him. The recognition hit her.

"Kevin? What in the blazes are you doing in my house?! And what do you want?" she demanded. He had to chuckle. It was nice to see some of the old spunky Gwen from so long ago.

"Sweetheart, I have so many answers to that question I don't know where to start. Isn't it obvious? I'm paying you a little visit," he laughed.

"You have a lot of nerve showing up here, after everything you've done to me," she snarled. He had counted on a cool reception; he wasn't surprised; he expected her to be like this. He didn't blame her either.

"I know but—" Kevin began but she interrupted him with an angry roar that surprised him. She used her powers to pick him up and hurl him through the wall of her house. He managed to land on his feet.

_Doesn't she know she's tearing apart her own house?!_ He thought as he avoided another kick. He decided if she wanted a good fight she'd get one from him. She wasn't in the mood to talk. He lashed out, matching her kicks and punches, he knew he was a good fighter, but she'd been trained in martial arts since she was ten.

He blocked one of her blows with his elbow and made a solid connection with the side of her face, not enough to break bones but enough to stun her. He then kicked her back and moved forward, relentlessly striking at her. Gwen didn't say a word; she kept blocking and retaliating when she could.

He struck at her; she grabbed his wrist and blocked it. He whirled around, sweeping his foot out and knocked Gwen off her feet. He then tackled her and made sure she stayed where she was. Suddenly, she slammed her knee up into his stomach and reversed positions so she was on top of him. Kevin couldn't help but laugh as he gripped her wrists, a playful smile on his face.

"Kevin, get off me!" she demanded.

"That'd be kinda hard, Sweetheart, you're the one on top—" he felt pain rocket through his skull as she head butted him. Kevin relinquished his grip on her wrists and stared dazed up at the ceiling. He scrambled to his feet but found himself in the iron clutches of Gwen's powers.

"Shut up, Kevin! Just shut up and. Leave. Me. Alone." With each word, she slammed him into another part of her house. His body knocked pictures off the wall and shattered lamps. She threw him down the hallway. He got to his feet for what seemed like the thousandth time.

"Do you really hate that much Gwen?" he asked, wiping the sweat off his face. She was breathing hard and sweating as well. He figured ten years of pent up anger would wear a person out.

"_Yes!_" she replied. Gwen's eyes were glowing crimson as she moved closer to him. She unleashed her power in all her raging fury, blasting an enormous hole in the wall, taking out some of the roof with it. Kevin made a dive into her bedroom, relieved she hadn't blasted him to Kingdom Come.

Gwen charged straight into him, striking him repeatedly.

"Why. Did. You. Up. And. Leave. Me?" she asked, leaving no room for excuses or lies. Their eyes met for the first time that day. He could see her anger beginning to falter, if only for a split second.

"I…was afraid." She hit him across the face, slapping him so hard he turned red. She slapped him again.

"That's the stupidest thing I've ever heard, stop feeding me the lame excuses Kevin, and tell me the truth." She gave him a look that told him she meant business.

"I was afraid that I'd disappoint you. I mean, I'd already messed things up when you got pregnant," Kevin admitted. Gwen raised an eyebrow.

"How do you know about Devlin?" she asked.

"I saw him at Mr. Smoothies," he told her. It's kind of easy to figure out since he has your eyes and my hair. Why didn't you tell me?"

"If you answer my question, then I'll answer yours," she stared out the window, not looking at him.

"I _did_ answer your question. Now answer mine."

"The answer's obvious, right after you took off, I found out I was pregnant. I decided to keep the baby. Devlin, he's a good boy. It's been hard on him, not having a father."

"You should have told me. I would have stayed." Kevin put a hand on her shoulder. She flinched and pulled away. What else was he supposed to do?

"All that should have, could have, would have crap doesn't cut it, Kevin. What were you so afraid of that you couldn't even face me after that night?"

"You're right, you know. I was afraid. I still am, okay? I'm afraid of my feelings. Afraid of attachment, commitment; whatever. I have lots of issues. And plenty of enemies, not all those DNAliens and Highbreed, I've got individuals all over the universe who want me dead, if I get attached to people, who's to say that they won't hurt them to get to me."

"That's a stupid excuse, you spent time with Ben and me for years and we never had that problem," she scoffed.

"Fine, I didn't feel I could stay because I was worried about us. Worried that you'd hate me for what happened, I told you that night was a mistake, I figured you'd blame me if you got pregnant."

"How can you think that? I told you this ten years ago, it was what _I _wanted, why would I turn around and hate you for that?" Gwen rolled her eyes. "Men…You'll never understand, will you?"

"What's with you all of a sudden? You were the devil himself ten minutes ago, now you're all emotional on me, not to mention you blew up your own house—"

She slapped him again. "Kevin Levin, shut up." She grabbed him and kissed him.

_Is her slapping me some kind of twisted sign of affection or something?_

Kevin sighed, deciding not to think and let his actions guide him. He'd missed her more than he cared to admit, and he knew despite what she'd said earlier about hating him; they both knew it wasn't true.

Kevin was more than happy to return her affection, he pulled her close to him, promising himself he wouldn't mess this up this time, he'd be there for her. He'd do anything for her; that was certain.

"Holy cow, mom! What happened? Did you blow up the house or something?" a voice asked.

They pulled away. She groaned, "I forgot to fix the house!"

"How could you do that? It'd take an army of maids and construction workers to fix this place," Kevin laughed.

"Watch me," she said, snapping her fingers. There was a blinding flash and Kevin looked around. The house was completely normal again. It didn't even look like she'd thrown him around like a ragdoll.

"Impressive. Guess you learned that from Verdona, huh?" he smiled.

"My Anodite heritage has its quirks." Just then, Devlin rounded the corner. His eyes went wide and he was preparing to absorb the nearest item in order to fight the strange man in his house. Just who was this guy and why was he in _his mother's bedroom _of all places.

"Mom, who is this guy?" Devlin asked.

"Devlin, what have I told you about your father?" she asked. Devlin seemed surprised by the question.

"You told me that he was a Plumber, you also said he used to fight Uncle Ben a lot before he became a good guy and that he was some kind of tech dealer."

"Devlin, this is your father. Kevin Levin, don't you have anything to say to your son?"

Kevin took in the sight of his son, whose mouth had fallen open. He forced it shut and looked at him.

"Kevin Levin, _the _Kevin Levin, is my dad," Devlin said. Gwen nodded.

"I knew it! People always said I looked like him. I thought they were joking."

"You're taking this better than I thought kid," Kevin smiled.

"I just can't believe that the legendary Plumber is my dad," Devlin said, in awe. "So where've you been?"

"That's a long story kid, I'll tell you sometime, okay?" Kevin chuckled and ruffled his hair.

"Go on Devlin, get ready for dinner, I'll start right away," Gwen shooed him out.

"Since when was I a legend?" Kevin asked.

"Come on, you've been a legend since we saved the world from the Highbreed. After you retired, you went straight into the history books as one of the greatest heroes there ever was. Everyone's been trying to top you since then."

"Really? And what about you?"

"Same." Gwen moved away from him and began walking out of the bedroom.

"Why?" Kevin asked Gwen. She stopped leaving the room and turned around.

"Why what?"

"Why doesn't he hate me?"

"I told him I still loved you."

"Is that still true?" he asked.

"What do you mean?"

"You said you hated me."

"I was angry; I said some things I didn't mean."

"That's good to know, or I wouldn't be able to do this," he pulled her to him for another kiss. She complied and smiled for the first time in years.

Kevin felt a great weight lift off his shoulders. He finally felt like he was somewhere he belonged. They had finally found each other again, and that was the only thing that mattered.


	3. Chapter 3: A DarkStar’s Reentry

**Chapter Three:** **A DarkStar's Re-entry **

**Answers to all the references in the previous chapter:  
**_Ashley Johnson live acting reference: Ashley Johnson played a character on CSI named Dreama Little Dream, and her character hit the dead victim in the head with a crowbar (her role in that episode was impressive, she had to talk and sing with an accent). LOST references: Gwen's question about what Kevin wants is straight from LOST where it's actually dialogue between Kate and Sawyer. Also the line about "Get off me" is also Kate and Sawyer dialogue. If you think about it, Gwevin is the dumbed down version of SKate, if you think about it. Teen Titans reference, the line, "Shut up and. Leave. Me. Alone," is straight from Teen Titans, dialogue spoken by Ashley Johnson who plays Gwen Tennyson in Alien force who is Terra's voice actress. Song reference, "You Found Me," by The Fray. Not only is it the title of chapter two, the street where Gwen lives is "First and Amistad" is taken from the street name in the song. _

_

* * *

_

Kevin Levin sat across from Devin and observed his son as he ate dinner. Gwen was silent as she gave him his food, Kevin stared at the plate. He looked up at her and said, "Thanks."

"You're welcome," Gwen replied. She moved to her seat across from him.

"How is your company doing?" she asked.

"You…know about that?" he raised an eyebrow.

"You don't think I watch the news?" Gwen laughed, "So, how is your life?"

"My life is…decent," he chose his words carefully. "There are some things I do miss. People too."

"Don't try to think that I don't know you're referring to me," Gwen commented, Devlin gave him a curious look.

"That's true," Kevin said between bites. "Not a day has gone by that I don't think about you. You're always on my mind."

"If I'm always what you think about what took you so long to come back?" Gwen inquired.

"You of all people should know, I didn't have enough guts to face you," Kevin held her gaze for a long moment. Devlin stared at both of them, looking from one to the other.

"Are you both okay?" Devlin asked.

"Yeah, we're fine, Devlin," Kevin replied.

"How is the food?"

"It's very good," Kevin smiled. "How is Ben?"

"The same as always," Gwen told him, "Still fighting aliens and saving the world. He's married now. He and Julie finally got together. They have a son. Kenny Tennyson, he's named after my brother. They've been very happy together."

"I see, good to know."

"So where are you staying?" Gwen inquired as she continued eating, "don't tell me you sleep in your car."

"I'm staying in a hotel. I was here in town for a meeting. I figured I'd just stop in and see you."

"You the astute businessman," Gwen was amused, "I see, how many times have you been here?"

"This is my first time I've been back here on a business trip," Kevin Levin cleaned off the food remaining on his plate. "I haven't been here since I was 21. I missed the old days, seeing Ben and Devlin again made me think of you."

"That's sweet, Kevin, but why'd you break into my house?"

"Wanted to surprise you. I didn't expect you to go off and hit me in the head with a crowbar!"

"It's not every day that you come home and see a _man in your kitchen_," Gwen said sternly. "I thought you were a burglar."

"If I were a burglar, I'd be ransacking your house, not loitering in your kitchen," he observed. Gwen acknowledged this and turned her attention to her food.

Finishing their meal, Gwen gathered up the plates and took them to the sink. Washing the plates, she put the dishes in the dishwasher. She turned back to Kevin.

"Care to come into the living room? It's awkward, just staying here in the kitchen."

"Sure, why not?" he laughed. "It's been a long time since I've seen you."

They headed into the living room. Gwen sat down on the couch; Kevin quietly moved to sit beside her. His hand slipped out to find hers, he smiled, his fingers linked with hers, she noticed this and felt her lips curve up into a grin.

"It's good to see you again," Gwen told him. "How long are you going to stay?"

"I'm not sure, I'm weighing my options." Kevin looked over at Devlin who was ignoring them and channel surfing his television trying to find something to watch.

"Hey Mom, Uncle Ben's on the news!" Devlin said, pointing at the television screen.

"I wonder who he stopped this time," Kevin wondered as he looked at the screen.

"In the news today, Bellwood's own Ben Tennyson stopped one of his oldest nemeses, the mad scientist Dr. Animo, also known as D'Void, from trying to unleash a horde of mind-controlled zoo animals in the middle of downtown," the news anchor said.

"Zoo animals? That's it? No alien activity?" he frowned.

"Do you even remember what kind of animals are _in _a zoo, Kevin?" Gwen asked, trying to decide whether to be amused or annoyed.

"Yeah, I know, but that's not really Ben's thing, is it? The stuff we did all those years ago, that's more interesting than him playing zookeeper."

"Well Dr. Animo was involved so it counts."

"Mom, can I put in a movie?" Devlin asked.

"Sure, just nothing R-rated," she told him.

"What about _The Dark Knight?_" he looked expectantly.

"Only if I watch it with you, you'll be having nightmares about Joker's 'Pencil Trick' for days," she went off to the kitchen to get some popcorn.

"I remember this movie, it was good," Kevin sat up. "Mind if I stay for it?"

"Why not? You never took me on a date," Gwen sat down on the couch next to him.

"Gwen! I took you to your spring formal when you were in high school!" Kevin protested.

"_I _asked you to take me, so that didn't really count as a date."

"I took you to see this movie, which counts as a date."

"You said it was a 'not-date', so no, that doesn't count either."

Kevin slouched in his seat and didn't say a word. He was trying not to brood.

Devlin popped the DVD in and the movie started. He enjoyed it; he remembered taking Gwen to it when he'd finally gotten up enough nerve to ask her out on a "not date". To his surprise, Gwen did _not_ cover her son's eyes to prevent him from seeing Joker's 'pencil trick'; he paled and looked at her.

"I'm going to have nightmares for weeks," Devlin said.

"Told you so," Gwen retorted.

"I can't believe you let him watch that part."

"I've seen things that were way scarier than that when I was ten," Gwen said.

"I find that hard to believe, Vilgax never killed anyone with a pencil."

"Ben told me some of the stuff _you've_ done; he said it was pretty disturbing. After what you did to Slix Vigma—"

"Let's not go off into that part of my life, okay? I _really _ don't like to think about it, even after all these years I still feel bad, okay?"

"Fine."

They stared at each other in awkward silence, turning their attention back to the screen and watch until the movie was finished and Kevin prepared to leave, "It was nice to see you."

Gwen nodded. "Same here. Are you planning to stick around?"

Kevin smiled, he moved closer to Gwen, taking her hand, "I don't think I'm going away any time soon."

He gave her a quick kiss on the lips and made his way out the door. Gwen watched him leave and shooed Devlin off to bed. Before he went to his room he asked her a question," Do you think he'll actually stay Mom?"

"I think he wants to, but knowing him, he's never going to come right out and say it. Good night Devlin."

"Good night Mom, love you," he told her.

"Love you too, son." Gwen made her way to her bedroom, getting into her nightgown, she climbed into bed. Her thoughts were centered on Kevin. From what she'd seen of him, he was sincere when it came to his feelings for her, but, knowing that he tended to run away from his problems wasn't very reassuring. But having the responsibility of raising a child might change his mind. Kevin told her that he would have stayed if he had known about Devlin.

Gwen drifted off to sleep, optimistic about the future, and what it might hold.

* * *

Julie Tennyson saw her husband walk in from a day of patrolling Bellwood.

"How is the hero this evening?" she asked, giving him a warm hug and a kiss on the lips.

"Fine," he replied with a smile. "You won't believe who I saw in the parking lot of Mr. Smoothies."

"Really? Who?" Julie asked.

"Kevin Levin," he replied.

"What's he doing back here?"

"Not sure, but I'm not surprised that he came back. With what happened between him and Gwen all those years ago." Ben looked over at his wife.

"Does Kevin knew about Devlin?"

"Not sure, but I'm sure he'll find out sooner or later."

"She was one of the reasons he stuck around for so long, you know," Julie observed. "From what you told me about him when you both were kids, he wasn't very well-liked by the people he hung out with."

"I always got why they were attracted to each other, but I never understood why he stuck around when he usually ran off, before Gwen got pregnant and all."

"It was because she cared about him," Julie put a hand on his shoulder. "He told you his parents threw him out because of his powers."

"He was probably lying, he was very psychotic back then," Ben told her matter-of-factly.

"Yes, but it wasn't until he was older that he eventually reunited with his mother. So his childhood wasn't all bad."

"I don't get what you're saying," he admitted. What was she getting at exactly?

"What I'm saying is that Kevin's never had anyone who really cared about him. You did, but he didn't see that once you stopped wanting to hurt people. Gwen seems to understand him, and because she showed him that people don't always do something nice because they want something from you is the reason why he stayed. She believed that he could change when everyone else didn't think he could. Do you get it now?"

"A little, I think."

Ben Tennyson sat down on his couch, thinking about the car he had seen in the Mr. Smoothies parking lot. Kevin Levin. He'd finally come back to Bellwood. He wasn't surprised that Kevin had returned. Ben knew all about Levin Enterprises and how he sold dumbed down alien technology to companies on Earth. It was a step up from stealing it, to be sure, but he also knew that Kevin was the father of his nephew Devlin Tennyson.

The more he thought about it, the more Julie's words made sense. It had been quite obvious they both had feelings for each other; he'd seen the attraction between them. He'd been drawn to her good looks and kind-heartedness. She'd been drawn to his handsome face and attempts to woo her. He had a good heart, but had no idea how to express his emotions.

After they'd defeated the Highbreed, they'd settled down, Ben had married Julie and had started a family. Their son Kenny was very happy and wanted to follow in his father's footsteps as a hero. Kenny was ten years old; soon he would receive an Omnitrix of his own. Ben just hoped that he'd be ready for it. He knew he hadn't been prepared for it when he was ten, best to show Kenny the ropes first before taking him out on a real mission.

Gwen and Kevin never officially got together, and it didn't take him long to figure out what had happened between Gwen and Kevin when his cousin had told him that she was pregnant. He'd been very supportive of her, along with her parents who understood that sometimes things like that happened. Although they all had hoped she would have been married, it didn't turn out that way.

Ben watched the news report about his fight with Dr. Animo and then he decided to go to sleep on the couch. Julie found him a blanket and got comfortable beside him.

"Good night, Ben. Love you."

"Love you Julie. Night."

Ben and Julie drifted off to sleep and Ben felt absolutely content with how his life had turned out. He'd found the perfect balance between being a hero and having a family.

He remembered when he and Gwen had gone to a possible future, and he remembered how he had not been able to balance being a hero and enjoying life and having fun. He had learned a lesson, as hard as it was for him to learn anything back when he was ten; and he made sure to keep his life evenly balanced so he wouldn't forget what was really important in his life, his friends and family.

He couldn't have been happier and he had to wonder if things would work out for Gwen and Kevin after all.

* * *

A figure in black stood in an abandoned warehouse, his fists clenched as he seethed with rage. All those years trapped in the hellish prison that was the Null Void. He'd finally managed to escape. And now that he was free, he was going to have his revenge.

He had seen the papers, they had led exciting lives, saving the world constantly, and everything seemed to go right for them. They were admired and respected. They'd gone soft; they weren't even a team anymore! Ben Tennyson, Gwen Tennyson and Kevin Levin had gone their separate ways. Now would be his chance to strike.

His main target would be Gwen of course, she was the source of all his troubles, her powers had turned him into the monster he was, always craving Manna, the life-force energy that existed on Earth and in the universe.

He had been drawn to her at first, for many reasons. Her power and energy, it was like nothing he had ever felt. All that power, embodied in a single person, he _needed_ her power. So he had taken it, he knew how to be charming enough; it wasn't that he could exert mind control on her, he just knew how to tug at her heart strings. He'd done it easily enough with many of the girls at his prep school.

She'd fallen for him easily enough; she was at the age where girls formed crushes on boys often. So he'd easily gotten her away from her cousin and her friend, who had made him a little uneasy, he knew that Kevin had seen through most of his little charade. He thought he had fooled both the Tennysons, but he had heard rumors that the boy with them was the notorious Kevin Levin, it figured, it took someone who had been bad to know one.

He had been relieved that Kevin, in his human form was much weaker than the one in the stories. He'd overpowered him with very little effort, and even Ben had been a disappointment. He'd been expecting a good fight, only to wipe the floor with him in six seconds.

Victory had been his when suddenly, Gwen had managed to stand up under her own power and had taken back her Manna energy from him, weakening him to the point that he was now a mere shell of what he had been. His handsome, attractive features were gone and his ability to draw in prey was greatly diminished. He no longer had the looks to draw in his victims, mainly girls.

From then on, he preyed on different alien species; anything had had a great deal of Manna energy. After he recovered some of his strength, he put a plan in motion to exact his revenge.

He contacted Magister Gilhil, and said that the Ben, Gwen and Kevin were impersonating Plumbers. With all the Plumber's attention focused on Ben and his friends, it would give him enough time to defeat the Highbreed Commander and force him to lure all of them into a trap that would ensure victory for him.

The plan had been executed flawlessly, until Ben had somehow managed to recognize him and had ordered her to get away. She had escaped, much to his irritation, but that didn't matter. After he got all the power he needed, he would finish her off with a slow and very painful death.

Gwen had returned just when he had finished absorbing Ben, Kevin, Magister Gilhil and the Highbreed Commander's Manna energy. She'd brought an army of DNAliens with her so that they could rescue their leader. She had freed her cousin and the other captives while he was trying to stave off the DNAliens by draining them of their Manna energy. Ben then proceeded to wipe the floor with him as payback for their last encounter and he had the pulp beat out of him, again. Shipped off to the Null Void in a level six container, he'd spent years looking for a way out. Now he was free after ripping his way out of the dimension after absorbing the energy of many Null Guardians.

He had done his homework, he knew more about the Tennysons than ever before, and now was his time to strike. The situation couldn't have been more perfect. This time he had the leverage to use against Gwen that he had never had before: She had a son, and Devlin was the pawn that would control the outcome of this entire game. And he was going to have them all in Checkmate by the time it was over.

Darkstar was going to kill Ben and Gwen Tennyson, and Kevin Levin, and he didn't care if that was the last thing he ever did.


End file.
